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October 30, 2007 |
OceanLake Commerce Secures $1 Million in Financing
Proceeds to further accelerate growth for OceanLake
Toronto, Canada and Singapore – October 30, 2007 – OceanLake Commerce Inc. (OLI-TSX-V, OLIKF.PK) is pleased to announce that it has executed a term sheet ("Agreement") with an arm's length party ("Investor") to provide a total of $1 million to OceanLake through a Warrant Conversion and a Debenture. Proceeds will be used for working capital, including payment of debt, general corporate purposes and the expansion of meemo royalty licensing agreements internationally. The completion of this financing remains subject to conditions set out in the Agreement, including without limitation, regulatory acceptance of applicable filings.
The Agreement includes the exercise of 1 million OceanLake warrants held by the Investor for aggregate proceeds of $220,000 ("Warrant Conversion"). In addition, the Investor has agreed to advance the principal amount of $780,000 to OceanLake under a secured convertible debenture ("Debenture"), which bears interest at 12% per annum, payable monthly in cash. The Debenture has a term of twelve (12) months from the date of issue ("Maturity Date"). At any time prior to the Maturity Date, OceanLake has the right to prepay (in part or whole) any amount of the principal of the Debenture without penalty, provided in the case of partial payment the interest payments due thereafter until the Maturity Date will be recalculated based on the remaining principal amount of the Debenture. In addition, OceanLake has agreed to pay 50% of all meemo licensing or similar fees received towards repayment of the Debenture. As a security, the Debenture will have a first charge on fixed assets.
OceanLake has also agreed to issue warrants ("Warrants") to the Investor, which are exercisable for a period of 12 months from closing, at a price of $0.45 for the first 6 months, $0.50 for the next 3 months, and $0.60 for the final 3 months. The number of warrants is calculated based on the applicable exercise price and the full amount of the Debenture, resulting in a total of 693,333 Warrants exercisable during the first 6 months after closing, reduced to 624,000 Warrants for the next 3 months, and a further reduction to 520,000 Warrants for the final 3 months the Debenture is outstanding.
"The funds from the financing will provide the necessary increased cash flow for OceanLake to sell additional meemo licenses globally and aggressively market meemo in the US and Canada," stated Will Car, President and CEO of OceanLake. "With overall increased cash flow in the company, we are now able to further accelerate our overall growth strategy."
In the event that the common shares of OceanLake trade at a weighted average of 25,000 shares per day for twenty (20) consecutive days at a 15% premium above the then applicable exercise price of the Warrants, there will be an immediate forced conversion of the Debenture into common shares of OceanLake, with the conversion rate for the Debenture equal to the then applicable exercise price of the Warrants. All interest owing up to and including the Forced Conversion Date will be paid in cash at that time, and upon conversion no further amounts shall be payable in respect of the Debenture. Subject to and pending all required regulatory approvals, OceanLake has agreed to: (i) pay to Kingsdale Capital Markets in connection with the Debenture financing, a commission of 2% in cash of the total amount of the Debenture and issue to Kingsdale Capital Markets broker warrants to acquire up to 346,667 common shares of OceanLake at an exercise price of $0.45 per common share for twelve (12) months from closing; and (ii) pay to the Investor's advisor, advisory fees in the amount of $17,500 in relation to the Warrant Conversion and $39,000 in respect of the Debenture financing.
About OceanLake Commerce
OceanLake Commerce (TSX:OLI) was founded in 1999 as a developer of intelligent mobile technology to deliver richer and more engaging user experiences for the mobile consumer. The desire to bring the world of the Internet to the mobile device has led OceanLake Commerce to develop a number of world-class products and services.
OceanLake Commerce platforms support direct-to-consumer offerings as well as the advanced mobile commerce applications and content stores offered by mobile operators to their own subscribers. OceanLake imercion is a mobile service delivery platform that creates retail storefronts ready for the mobile device. imercion includes OceanLake MobileGateway for the optimization of mobile browsing experiences that transparently enable users to visit any Internet site through their mobile phone with superior experiences. OceanLake MobileMail is a real-time mobile email product that enables every consumer with a mobile phone to cost effectively use email on their mobile device. OceanLake has also launched its own direct to consumer mobile email service, meemo (www.meemo.com) in North America based on the MobileMail platform.
OceanLake Commerce is a publicly traded company on the Toronto Venture Exchange under the symbol OLI. It currently has offices in Singapore and Toronto, Canada. For more information, please visit www.oceanlake.com.
This document may contain forward-looking statements, relating to OceanLake's operations or to the environment in which it operates, which are based on OceanLake's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond OceanLake's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. OceanLake disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For more information about OceanLake, please visit www.oceanlake.com.
For media enquiries please contact:
Leo Tignini Horn Group ltignini@horngroup.com +1(646)688-0590
For investor enquiries please contact:
Will Car CEO, OceanLake Commerce wcar@oceanlake.com +1(416)637-3501
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